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UNDERTAKING OF INDEMNIFICATION



This Undertaking of Indeminification (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]


AND:  [DIRECTOR NAME] (the "Second Party"), an individual with his main address located at:

      [COMPLETE ADDRESS]


For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:

For good and valuable consideration received, [YOUR COMPANY NAME] (the Indemnifier) agrees to hold [DIRECTOR NAME] Director harmless from and indemnify them against any and all liability arising from any decision or action taken by the Board of Directors of [YOUR COMPANY NAME] during the period in which they are or were Directors of the Corporation.

The Indemnifier shall protect the Director against and compensate them for any and all liability and reasonable expense that may be incurred by them in connection with or resulting from any action, claim, suit or proceeding, civil or criminal, in which they may have become involved by reason of their being or having been a Director or Officer of [YOUR COMPANY NAME], or by reason of any past or future action taken or not taken in their capacities as such Director or Officer, whether or not they continue to be such at the time such liability or expense is incurred.

Without restricting the generality of the foregoing, the Indemnifier shall hold the Director harmless from and indemnify them against any and all claims for wages, salaries or employee benefits arising or which arose during the period in which they were Director or Officer of [YOUR COMPANY NAME].

Equally, without restricting the generality of the foregoing, the Indemnifier shall hold the Director harmless from and indemnify them against any and all claims for taxes or other amounts claimed by or due to municipal, provincial or federal authorities arising or which arose during the period in which they were Director or Officer of [YOUR COMPANY NAME].

The Indemnifier shall hold the Director harmless from and indemnify them against any and all liability or loss occasioned by any error of judgment, oversight, negligent act or fault on their part, or for any other loss, damage or injury whatsoever, which shall happen in the execution or as a consequence of the execution of their actions as Director or Officer, or in relation thereto.


IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


INDEMNIFIER             DIRECTOR




                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title

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